NASDAQ Listing Requirements

The National Association of Securities Dealers Automated Quotations (NASDAQ) is a nationally recognized securities exchange, following right behind the New York Stock Exchange (NYSE) in terms of market capitalization. The NASDAQ, as an organization, was founded in the year 1971 and gained recognition from the SEC in 2006. With its constituent companies having a combined market capitalization of over $8.5 trillion, NASDAQ is the preferred marketplace for technology and bio-technology stocks. The exchange is well known for the high-volatility trading that takes place in its electronic marketplace. NASDAQ’s normal trading hours are between 9:30am and 4:00pm Eastern time, with a pre-market session from 4:00am to 9:30am and post-market session from 4:00pm to 8:00pm Eastern time.

NASDAQ is segregated into three distinct tiers: The NASDAQ Global Select Market (which has the most rigorous listing requirements of all three tiers as well as any stock exchange around the globe), The NASDAQ Global Market (for companies that operate or sell their products/services internationally), and The NASDAQ Capital Market (for companies wishing to raise capital). Each tier has their own unique listing requirements. The listing requirements for the different tiers are as follows:

NASDAQ Global Select Market

Companies must meet all of the criteria under at least one of four different financial standards:

Financial Requirements

Standard 1: Earnings

Standard 2: Capitalization with Cash Flow

Standard 3: Capitalization with Revenue

Standard 4: Assets with Equity

Listing Rules

5315(e) and 5315(f)(3)(A)

5315(e) and 5315(f)(3)(B)

5315(e) and 5315(f)(3)(C)

5315(e) and 5315(f)(3)(D)

Pre-Tax Earnings

Aggregate in prior three fiscal years above or equal to $11mm, and each of the prior three fiscal years above or equal to $0, and each of the two most recent fiscal years above or equal to $2.2mm

-

-

-

Cash Flows

-

Aggregate in prior three fiscal years above or equal to $27mm, and each of the prior three fiscal years above or equal to $0

-

-

Market Cap

-

Average above or equal to $550mm over prior 12 months

Average above or equal to $850mm over prior 12 months

$160mm

Revenue

-

Previous fiscal year above or equal to $110mm

Previous fiscal year above or equal to $90mm

-

Total Assets

-

-

-

$80mm

Stockholders’ Equity

-

-

-

$55mm

Bid Price

$4

$4

$4

$4

Companies trying to qualify for the NASDAQ Global Select Market’s initial listing standards must also meet these liquidity requirements:

Liquidity Requirements

Initial Public Offerings and Spin-Off Companies

Seasoned Companies: Currently Trading Common Stock or Equivalents

Affiliated Companies

Listing Rule

Round lot shareholders or Total shareholders or Total shareholders and average monthly trading volume over past twelve months

450 or 2,200

450 or 2,200 or 550 and 1.1mm

450 or 2,200 or 550 and 1.1mm

5315(f)(1)

Publicly Held Shares

1,250,000

1,250,000

1,250,000

5315(e)(2)

Market value of publicly held shares or Market value of publicly held shares and stockholders’ equity

$45mm

$110mm or $100mm and $110mm

$45mm

5315(f)(2)

NASDAQ Global Markets

Companies must meet all of the criteria of at least one of four standards listed below.

Requirement

Income Standard

Equity Standard

Market Value Standard

Total Assets/ Total Revenue Standard

Listing Rules

5405(a) and 5405(b)(1)

5405(a) and 5405(b)(2)

5405(a) and 5405(b)(3)

5405(a) and 5405(b)(4)

Income from continuing operations before income taxes (in latest fiscal year or in two of last three fiscal years)

$1mm

-

-

-

Stockholders’ Equity

$15mm

$30mm

-

-

Market Value of Listed Securities

-

-

$75mm

-

Total Assets and Total Revenue (in latest fiscal year or in two of last three fiscal years)

-

-

-

$75mm and $75mm

Publicly Held Shares

1.1mm

1.1mm

1.1mm

1.1mm

Market Value of Publicly Held Shares

$8mm

$18mm

$20mm

$20mm

Bid Price

$4

$4

$4

$4

Shareholders (round lot holders)

400

400

400

400

Market Makers

3

3

4

4

Operating History

-

2 years

-

-

NASDAQ Capital Market

Companies must meet all of the criteria of at least one of three standards listed below.

Requirements

Equity Standard

Market Value of Listed Securities Standard

Net Income Standard

Listing Rules

5505(a) and 5505(b)(1)

5505(a) and 5505(b)(2)

5505(a) and 5505(b)(3)

Stockholders’ Equity

$5mm

$4mm

$4mm

Market Value of Publicly Held Shares

$15mm

$15mm

$5mm

Operating History

2 years

-

-

Market Value of Listed Securities

-

$50mm

-

Net Income from Continuing Operations (in the latest fiscal year or in two of the last three fiscal years)

-

-

$750K

Publicly Held Shares

1mm

1mm

1mm

Shareholders (round lot holders)

300

300

300

Market Makers

3

3

3

Bid Price OR Closing Price

$4

$3

$4

$2

$4

$3

Listing Fees

Depending on which market your company is attempting to qualify for, and what type of security your company is planning on issuing, there will be different listing fees.

Market entry fees, based on the total number of shares outstanding at the time of initial listing, includes a non-refundable application fee. Entry fees are due before the first day of trading.

Entry fees for the three different tiers are listed below:

NASDAQ Global Select Market and NASDAQ Global Market

Total Shares Outstanding

Entry Fee

Up to 30mm

$125K, including $25K application fee

30+ to 50mm

$150K, including $25K application fee

50+ to 100mm

$200K, including $25K application fee

Over 100mm

$225K, including $25K application fee

NASDAQ Capital Market

Total Shares Outstanding

Entry Fee

How to Apply

Companies who wish to get listed on any of the the NASDAQ market tiers can submit an online application to the exchange’s Listing Center webpage. Getting listed on a NASDAQ market tier is a four step process, which includes: 1. Gathering Company Information, 2. Creating an Account with the NASDAQ, 3. Completing an Online Listing Form, and 4. Connecting with a Personal Analyst. Submitted applications typically take 4-6 weeks to process.

IPO Transfer Agency Services

Colonial Stock Transfer can help your company get listed on the NASDAQ securities market, in addition to the transfer agent services we offer. To speak with a professional today or learn more, please contact us.

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